Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


Effective as of May 10, 2021, the Board of Directors (the "Board") of PROG Holdings, Inc. (the "Company"), upon the recommendation of the Nominating & Corporate Governance Committee, increased the size of the Board from six directors to seven directors and appointed James P. Smith to fill the vacancy created by such increase. The Board also appointed Mr. Smith to serve as a member of the Audit Committee and Nominating & Corporate Governance Committee of the Board. The Board has determined that Mr. Smith is (i) "independent" under the New York Stock Exchange ("NYSE") listing standards and under the Company's Corporate Governance Guidelines and (ii) satisfies the independence requirements of the NYSE and Securities and Exchange Commission ("SEC") rules applicable to audit committee members.

Mr. Smith will participate in and receive the standard compensation that is provided from time to time to the Company's non-employee directors under the Company's Compensation Plan for Non-Employee Directors. In addition, Mr. Smith will enter into the Company's standard indemnification agreement, the form of which was filed with the SEC as Exhibit 10.29 to the Company's Annual Report on Form 10-K, filed on February 26, 2021.

There is no arrangement or understanding between Mr. Smith and any other persons pursuant to which Mr. Smith was selected as a director. There are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the SEC between the Company and Mr. Smith required to be disclosed herein.

In connection with the appointment of Mr. Smith to the Audit Committee and the Nominating & Corporate Governance Committee of the Board, Kathy T. Betty will no longer serve on the Audit Committee and Douglas C. Curling will no longer serve on the Nominating & Corporate Governance Committee.

On May 11, 2021, the Company issued a press release announcing Mr. Smith's appointment to the Board. A copy of such press release is filed as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits




(d)  Exhibits



99.1      Press Release, dated May 11, 2021

104     The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.




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